Crunch Files for Bankruptcy, Seeks Sale to Mastrov's Company

NEW YORK — Crunch, the New York-based chain with more than 20 gyms in six U.S. cities and 73,000 members, filed for Chapter 11 bankruptcy this month in U.S. Bankruptcy Court in Manhattan.

Crunch is seeking to sell its assets through an auction under court protection to its senior secured lenders, New Evolution Fitness Company (NEFC), founded by Mark Mastrov and Jim Rowley, and certain investing affiliates of Angelo, Gordon & Co., the private equity firm that bought Crunch in 2005.

U.S. Bankruptcy Judge Robert Gerber approved Crunch's request to fund operations with $1 million on an interim basis. Crunch had requested a $6 million debtor-in-possession loan while it makes the sale.

Upon completion of the sale, Mastrov, the founder of 24 Hour Fitness, and Rowley, a former 24 Hour co-president, will serve as chairman and vice chairman of the board of directors of Crunch, respectively, overseeing the existing senior management team of Crunch, which will remain with the company.

The sale permits other interested parties to make competing offers. Subject to the approval of the bankruptcy court and other customary conditions, the sale is expected to close approximately 60 days from the May 6 filing.

“This process of reorganization, along with the ongoing involvement of NEFC, will allow Crunch to emerge as a strong player focused on what we have become famous for: being the place where entertainment meets fitness,” Tim Miller, CEO of Crunch, said in a statement. “This transaction will allow us to restructure our balance sheet and close several unprofitable locations. Mark Mastrov and Jim Rowley strongly believe in Crunch, and I am confident their industry expertise, vision and leadership will prove to be invaluable as we execute our business plan going forward.”

Crunch, which has 1,716 employees, listed $102.4 million in both assets and debts on its March 31 balance sheet, reported. In a court filing, Crunch listed 2008 sales of $84.5 million with operating losses of $11.2 million. Crunch also listed $2.8 million in losses since the beginning of the year.

Crunch Chief Financial Officer Michael Jacobs blamed the losses on “deficient membership sales and the inability of the debtors to divest themselves of certain unprofitable club locations that are saddled with overpriced long-term leases,” according to court documents.

CH Fitness, a joint venture of entities formed by Angelo, Gordon, bought out all of Crunch's first lien debt from Goldman Sachs Credit Partners for $46.2 million in December and committed to fund up to an additional $17 million for working capital, according to court documents. Crunch owes money to more than 50,000 creditors, Crain's New York Business reported.

Crunch said each of its locations will remain open, other than two Manhattan clubs that closed immediately. The company said it has secured sufficient capital to fund operations through its reorganization.

In addition to New York, Crunch has clubs in Miami, Chicago, Los Angeles, Atlanta and San Francisco.

“The NEFC team is excited to be part of the new ownership group of Crunch,” Mastrov said in a statement. “I have always considered Crunch to be one of the most innovative and cutting edge brands in the health and fitness industry since its inception in 1989. I look forward to working with Tim Miller and the entire Crunch management team in growing the Crunch brand, while continuing to deliver the fitness industry's most unique offerings to our members.”

In January, NEFC announced a partnership with the Ultimate Fighting Championship (UFC), a mixed martial arts organization, to launch a network of UFC gyms.

Angelo, Gordon bought Crunch from Bally Total Fitness for $45 million in 2005, much less than the $90 million that Bally had purchased Crunch for in 2001.

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